EX-10.1






EXHIBIT 10.1




FOURTH AMENDMENT TO CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), made effective as
of the 9th day of July, 2008 (the “Fourth Amendment Effective Date”), by and among SUPERIOR
WELL SERVICES, INC., a Delaware corporation (“SWS”), and SUPERIOR WELL SERVICES, LTD., a
Pennsylvania limited partnership (“Superior”), and being the surviving entity of a merger
with Bradford Resources, Ltd., a Pennsylvania limited partnership (SWS and Superior are each a
“Borrower” and collectively, the “Borrowers”), and CITIZENS BANK OF PENNSYLVANIA, a
Pennsylvania state chartered bank (the “Lender”).



BACKGROUND




     A. The Borrowers are parties to that certain Credit Agreement dated as of October 18, 2005, as
amended by that certain First Amendment to Credit Agreement dated as of August 16, 2006, as further
amended by that certain Second Amendment to Credit Agreement dated as of August 30, 2006, as
further amended by that certain Third Amendment to Credit Agreement dated as of May 15, 2007 (as
amended, and as amended, modified and supplemented from to time to time hereafter, the “Credit
Agreement”) pursuant to which the Lender has made, inter alia, Revolving Credit Loans available
to the Borrowers.



     B. The Borrowers have requested that the Lender to temporarily increase the Revolving Credit
Commitment to an amount up to Forty-Five Million Dollars ($45,000,000.00), and the Lender is
willing to do so upon the terms and conditions set forth in this Fourth Amendment.



     NOW, THEREFORE, the Borrowers and the Lender, intending to be legally bound, covenant and
agree as follows:



SECTION 1. USE OF TERMS; RECITALS




     1.1 The Borrowers acknowledge that the recitals set forth above in the Background above are
true and correct and are incorporated herein by reference.



     1.2 Capitalized terms used herein (including the Background above) shall have the same meaning
ascribed thereto in the Credit Agreement, unless otherwise specified herein.



SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT




     2.1 The following definitions as set forth in Schedule One of the Credit Agreement are
amended and restated in their entirety to read as follows:




     “Inventory Sublimit” means Seven Million Five Hundred Thousand Dollars
($7,500,000.00).




     “Revolving Credit Commitment” means (i) during the period from the
Fourth Amendment Effective Date up to November 6, 2008, an amount not to exceed
Forty- Five Million Dollars ($45,000,000.00), and (ii) from and after November 6,
2008, an amount not to exceed Twenty Million Dollars ($20,000,000.00).




     “Revolving Credit Note” means the Amended and Restated Revolving Credit
Note in the original principal amount of Forty-Five Million Dollars ($45,000,000.00)
issued by the Borrowers to the Lender on July 9, 2008, in form and substance
satisfactory to the Lender, such note being an amendment and restatement, and not a
novation or



 









 







satisfaction, of that certain Revolving Credit Note dated October 18,
2005 in the original principal amount of Twenty Million Dollars ($20,000,000.00)
issued by the Borrowers to the Lender.



     2.2 The meaning ascribed to “Loan Documents” in the Credit Agreement is hereby amended to the
extent necessary to expressly incorporate in such meaning this Fourth Amendment.



SECTION 3. AMENDED AND RESTATED REVOLVING CREDIT NOTE




     From and after the Fourth Amendment Effective Date, the Revolving Credit Loans shall be
evidenced by an Amended and Restated Revolving Credit Note in the original principal amount of
Forty-Five Million Dollars ($45,000,000.00) (the “Amended and Restated Revolving Credit
Note”), in form and substance satisfactory to the Lender, appropriately completed and duly
executed by the Borrowers. Upon the Lender’s receipt of the appropriately completed and duly
executed Amended and Restated Revolving Credit Note, the previously outstanding Revolving Credit
Note dated October 18, 2005 in the original principal amount of Twenty Million Dollars
($20,000,000.00) issued by the Borrowers to the Lender (the “Prior Note”) shall be marked
amended, restated and replaced by the Amended and Restated Revolving Credit Note. The Amended and
Restated Revolving Credit Note is intended as an amendment and restatement, and not a novation or
satisfaction, of the Prior Note, and all outstanding principal and unpaid interest and other
charges, if any, accrued and owing on the Prior Note shall be outstanding under the Amended and
Restated Revolving Credit Note, without discharging any security granted by the Borrowers under the
Credit Agreement, the Collateral Documents or otherwise.



SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS




     4.1 The Borrowers hereby ratify, confirm and reaffirm, without condition, all the terms and
conditions of the Credit Agreement and the other Loan Documents to which they are a party and agree
that they continue to be bound by the terms and conditions thereof as amended by this Fourth
Amendment. Except as specifically amended by this Fourth Amendment, the Credit Agreement shall
remain in full force and effect in accordance with its terms. This Fourth Amendment is not
intended to be, nor shall it be construed to create, a novation or accord and satisfaction of the
Borrowers’ indebtedness and obligations under the Credit Agreement, and the Credit Agreement as
herein modified shall continue in full force and effect. The Borrowers further confirm that they
have no defense, set-off, recoupment or counterclaim against their obligations under the Credit
Agreement, and such obligations are absolute and unconditional.



     4.2 The Borrowers hereby ratify, confirm, reaffirm and restate the grant and conveyance of all
liens and security interests granted by the Borrowers to the Lender in the Collateral pursuant to
the Collateral Documents, and such liens and security interests continue to secure the Obligations,
including, without limitation, the Swing Line Loans. The Borrowers further agree and confirm that
the term “Obligations” includes within the meaning thereof, and encompasses, all of the
indebtedness and obligations of the Borrowers to the Lender under the Amended and Restated
Revolving Credit Note and the Credit Agreement as amended by this Fourth Amendment.



     4.3 The Borrowers represent and warrant to the Lender that:




     (i) this Fourth Amendment, the Amended and Restated Revolving Credit Note and
all other documents and instruments executed by the Borrowers and delivered to the
Lender in connection herewith (collectively, the “Fourth Amendment
Documents”) have been duly authorized, executed and delivered by the Borrowers
and constitute the



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legal, valid and binding obligations of the Borrowers enforceable in accordance
with their terms;




     (ii) the representations and warranties set forth within Article V of the
Credit Agreement continue to be true and correct in all material respects as of the
Fourth Amendment Effective Date except to the extent that (A) such representations
and warranties expressly relate to an earlier date, or (B) such representations and
warranties have changed, and such changes are reflected on revised schedules to the
Credit Agreement attached to this Fourth Amendment;




     (iii) no Event of Default or Potential Default has occurred and is continuing
on the Fourth Amendment Effective Date;




     (iv) no Material Adverse Effect has occurred since December 31, 2007, and no
event or events have occurred and are continuing which, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect; and




     (v) each Borrower has the power and authority to execute, deliver and perform
the Fourth Amendment Documents to which it is a party; each Borrower has taken all
necessary action (including, without limitation, obtaining approval of its
stockholders, if necessary) to authorize its execution, delivery and performance of
the Fourth Amendment; no consent, approval or authorization of, or declaration or
filing with, any Authority, and no consent of any other Person, is required in
connection with any Borrower’s execution, delivery and performance of the Fourth
Amendment Documents to which it is a party, except for those already duly obtained;
the execution, delivery or performance of the Fourth Amendment Documents by the
Borrowers does not conflict with, or constitute a violation or breach of, or
constitute a default under, or result in the creation or imposition of any Lien upon
the property of any Borrower by reason of the terms of any contract, mortgage,
lease, agreement, indenture or instrument to which any Borrower is a party or which
is binding upon any Borrower, any Law applicable to any Borrower, or the
Organization Documents of any Borrower.



     4.4 The Borrowers agree to pay all costs and expenses incurred by the Lender in connection
with the preparation, negotiation and execution of this Fourth Amendment and any other Loan
Documents executed pursuant hereto.



SECTION 5. CONDITIONS PRECEDENT




     5.1 The amendments set forth in this Fourth Amendment shall be effective as of the Fourth
Amendment Effective Date provided that as of the Fourth Amendment Effective Date each of the
following conditions has been satisfied or effectively waived by the Lender:




     (i) The representations and warranties set forth in Section 4.3 of this Fourth
Amendment shall be true and correct as of the Fourth Amendment Effective Date.




     (ii) Contemporaneously with or prior to the execution hereof, the Borrowers
shall deliver, or cause to be delivered, to the Lender:




     (A) the Amended and Restated Revolving Credit Note, duly
executed by the Borrowers;



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     (B) a Guarantor Acknowledgment and Confirmation, in form and
substance satisfactory to the Lender, duly executed by the
Guarantor;




     (C) as to SWS, a certificate of its secretary or assistant
secretary dated the Fourth Amendment Effective Date and certifying
as to (i) true copies of its Certificate of Incorporation and
Bylaws, and all amendments thereto, as in effect on the Fourth
Amendment Effective Date, (ii) true copies of all action taken by
its Board of Directors in authorizing the execution, delivery and
performance of the Fourth Amendment Documents and the consummation
of the transactions contemplated thereby, and (iii) the names and
true signatures of its officers authorized to execute and deliver
the Fourth Amendment Documents on behalf of SWS;




     (D) as to Superior, a certificate of its general partner dated
the Fourth Amendment Effective Date and certifying as to (i) true
copies of its Certificate of Limited Partnership and Limited
Partnership Agreement, and all amendments thereto, as in effect on
the Fourth Amendment Effective Date, (ii) true copies of all action
taken by its partners in authorizing the execution, delivery and
performance of the Fourth Amendment Documents and the consummation
of the transactions contemplated thereby, and (iii) the names and
true signatures of the Persons authorized to execute and deliver the
Fourth Amendment Documents on behalf of Superior;




     (E) as to the Guarantor, a certificate of its sole member dated
the Fourth Amendment Effective Date and certifying as to (i) true
copies of the Guarantor’s Certificate of Formation and Limited
Liability Company Agreement, and all amendments thereto, as in
effect on the Fourth Amendment Effective Date, (ii) true copies of
all action taken as by its sole member in authorizing the execution,
delivery and performance of the Fourth Amendment Documents to which
it is a party and the consummation of the transactions contemplated
thereby, and (iii) the names and true signatures of the Persons
authorized to execute and deliver the Fourth Amendment Documents to
which it is a party on behalf of the Guarantor;




     (F) a Certificate signed by a Responsible Officer of SWS on
behalf of each Borrower, dated as of the Fourth Amendment Effective
Date, stating that: (x) the representations and warranties contained
in Article V of the Credit Agreement are true and correct on and as
of such date except to the extent that such representations and
warranties expressly relate to an earlier date or such
representations and warranties have changed, and such changes are
reflected on revised schedules to the Credit Agreement attached to
this Fourth Amendment, as though made on and as of such date, (y) no
Potential Default or Event of Default has occurred and is continuing
on the Fourth Amendment Effective Date, and (z) no event or
circumstance has occurred since December 31, 2007 that has had or
could reasonably be expected to have a Material Adverse Effect;



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        (G) such other documents, instruments and certificates
reasonably required by the Lender and its counsel in connection with
the transactions contemplated by this Fourth Amendment.




     (iii) The Lender shall have received evidence satisfactory to the Lender that
the liens and security interests in the Collateral in favor of the Lender have
priority over all other Liens except Permitted Liens.




     (iv) All legal details and proceedings in connection with the transactions
contemplated by this Fourth Amendment shall be satisfactory to counsel for the
Lender, and the Lender shall have received all such originals or copies of such
documents as the Lender may request.



SECTION 6. MISCELLANEOUS




     6.1 This Fourth Amendment shall be construed in accordance with, and governed by the internal
laws of the Commonwealth of Pennsylvania without giving effect to its conflict of laws principles.



     6.2 All notices, communications, agreements, certificates, documents or other instruments
executed and delivered after the execution and delivery of this Fourth Amendment may refer to the
Credit Agreement and the other Loan Documents without making specific reference to this Fourth
Amendment, but nevertheless all such references shall be deemed a reference to the Credit Agreement
and the other Loan Documents as respectively amended by this Fourth Amendment unless the context
requires otherwise. All references to the Credit Agreement and the other Loan Documents in any
document, instrument or agreement executed in connection with the Credit Agreement and the other
Loan Documents shall be deemed to refer to the Credit Agreement and the other Loan Documents as
respectively amended by this Fourth Amendment unless the context requires otherwise.



     6.3 This Fourth Amendment shall inure to the benefit of, and shall be binding upon, the
respective successors and assigns of the Borrowers and the Lender. The Borrowers may not assign
any of their rights or obligations hereunder without the prior written consent of the Lender.



     6.4 This Fourth Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the same instrument. Delivery by
telecopier of an executed counterpart of a signature page to this Fourth Amendment or any notice,
communication, agreement, certificate, document or other instrument in connection with the Credit
Agreement and the other Loan Documents shall be effective as delivery of an executed original
counterpart thereof.



     6.5 Each Borrower releases, waives and forever discharges and relieves the Lender and its
Subsidiaries and Affiliates and the officers, directors, agents, attorneys and employees of each
(hereinafter “Releasees”) from any and all claims, causes of action, suits, debts, liens,
obligations, liabilities, demands, losses, defenses, offsets, costs or expenses (including
attorneys’ fees) of any kind, character or nature whatsoever, vested or contingent, at law, in
equity or otherwise (collectively, “Claims”), which such Borrower ever had, now has, or
which may result from the past or present state of things, against or related to Releasees. Each
Borrower agrees to assume the risk of releasing any and all unknown, unanticipated or misunderstood
Claims hereby.



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     6.6 THE BORROWERS REAFFIRM AND RESTATE THE PROVISIONS OF SECTION 9.02 OF THE CREDIT AGREEMENT
WHEREBY THE BORROWERS GRANTED THE LENDER THE POWER TO CONFESS JUDGMENT AGAINST THE BORROWERS UPON
THE OCCURRENCE OF CERTAIN EVENTS, AND THE PROVISIONS OF SECTION 10.09 OF THE CREDIT AGREEMENT
WHEREBY THE BORROWERS WAIVED THE RIGHT TO A TRIAL BY JURY, SUCH PROVISIONS BEING INCORPORATED
HEREIN BY REFERENCE TO THE SAME EXTENT AS IF REPRODUCED HEREIN IN THEIR ENTIRETY EXCEPT REFERENCES
TO THE CREDIT AGREEMENT SHALL BE DEEMED REFERENCES TO THIS FOURTH AMENDMENT.



******SIGNATURES APPEAR ON THE FOLLOWING PAGE******




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     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused
their duly authorized officers to execute and deliver this Fourth Amendment to Credit Agreement the
day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	WITNESS/ATTEST:	 	 	 	SUPERIOR WELL SERVICES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Scott E. Whetsell	 	 	 	By:  	 	/s/ Thomas W. Stoelk	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SUPERIOR WELL SERVICES, LTD.	 	 
	WITNESS/ATTEST:	 	 	 	By:	 	Superior GP, L.L.C., Its 
sole general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/
Meghan A. Ratchford

	 	 	 	 	 	By:
	 	/s/ Thomas W. Stoelk	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	CITIZENS BANK OF PENNSYLVANIA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Joseph F. King	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Title: Senior Vice President	 	 






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